MUNICIPAL MORTGAGE & EQUITY LLC
SC 13E4/A, 1998-12-28
REAL ESTATE
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                                SECURITIES AND EXCHANGE COMMISSION
                                   Washington, D.C. 20549
                                 -------------------------

                                       SCHEDULE 13E-4

                               ISSUER TENDER OFFER STATEMENT
           (Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)

                             (Amendment No. 1/Final Amendment)
                                 -------------------------

                           MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
                                      (Name of Issuer)

                           MUNICIPAL MORTGAGE AND EQUITY, L.L.C.
                            (Name of Person(s) Filing Statement)

                                 Series I Preferred Shares
                                 Series II Preferred Shares
                       Series I Preferred Capital Distribution Shares
                      Series II Preferred Capital Distribution Shares
                               (Title of Class of Securities)

                           Series I Preferred Shares - 62624B200
                           Series II Preferred Shares - 62624B408
                 Series I Preferred Capital Distribution Shares - 62624B309
                Series II Preferred Capital Distribution Shares - 62624B507
                           (CUSIP Number of Class of Securities)
                                 -------------------------

                                       Mark K. Joseph
                     Chairman of the Board and Chief Executive Officer
                           Municipal Mortgage and Equity, L.L.C.
                            218 North Charles Street, Suite 500
                                 Baltimore, Maryland 21201
                                       (410) 962-8044
             (Name, Address and Telephone Number of Person Authorized
  to Receive Notices and Communications on Behalf of Person(s) Filing Statement)


                                          Copy to:

                                    Robert E. King, Jr.
                                     Rogers & Wells LLP
                                      200 Park Avenue
                                  New York, New York 10166
                                       (212) 878-8000
                                     November 19, 1998

     (Date Tender Offer First Published, Sent or Given to Security Holders)
                                   November 19, 1998
                              --------------------------------



                                                                  NYA 152344.1




<PAGE>




                                                                  


                                             2

                                                                    NYA 152344.

                                Amendment No. 1 to Schedule 13E-4

                  This Amendment No. 1 amends and  supplements the Issuer Tender
Offer  Statement on Schedule  13E-4  originally  filed with the  Securities  and
Exchange Commission on November 19, 1998 (the "Statement") by Municipal Mortgage
and Equity,  L.L.C., a Delaware limited liability company ("MuniMae"),  relating
to the tender  offer of MuniMae to purchase for cash up to 20% of the issued and
outstanding  shares of the following  classes of limited  liability  interest of
MuniMae:  Series I  Preferred  Shares,  Series  II  Preferred  Shares,  Series I
Preferred Capital  Distribution ("CD") Shares and Series II Preferred CD Shares,
upon the terms and subject to the conditions set forth in the Offer to Purchase,
dated  November 19, 1998 (the "Offer to  Purchase"),  and the related  Letter of
Transmittal  (which  together with any  supplements  or amendments  collectively
constitute the "Offer").  Capitalized terms used but not defined herein have the
meanings ascribed to them in the Offer to Purchase and the original Statement.

Item 8.           Additional Information

                  The Offer terminated at 12:00 noon,  Eastern Standard Time, on
Friday,  December 18, 1998. A total of 657 Series I Preferred Shares, 124 Series
II  Preferred  Shares,  527  Series I  Preferred  CD  Shares  and 371  Series II
Preferred CD Shares were tendered and accepted for purchase in the Offer. 14,933
Series I Preferred  Shares,  7,226  Series II Preferred  Shares,  7,798 Series I
Preferred CD Shares and 3,164 Series II Preferred CD Shares were not tendered in
the Offer and remain outstanding.



                                                                  NYA 152344.1


<PAGE>




                                       SIGNATURE

           After due  inquiry  and to the best of my  knowledge  and  belief,  I
certify that the information  set forth in this statement is true,  complete and
correct.

                     Municipal Mortgage and Equity, L.L.C.

                     By: /s/ Mark K. Joseph
                        -------------------

                              Mark K. Joseph

                            Chairman of the Board and  Chief Executive Officer





Dated:  December  28, 1998




                                                                   NYA 152344.1


<PAGE>


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